Rights and obligations of offshore companies’ Shareholders

Despite the “conventional wisdom” of corporate rights amateurs, Shareholders have limited points of leverage in terms of offshore company management. They can interfere with business matters only through Shareholders’ meetings, either scheduled (annual) or extraordinary, and decide on the dismissal or appointment of Directors respectively. It should be clearly understood that the key person in any company is the Director, who is in charge of strategic control with the right to delegate operations management. 

Shareholders are therefore deprived of the right to their opinion in operative activities. In case of being unsatisfied with the way their company is run, they may call a Shareholders’ meeting and as a result, company investors can remove directors from office and appoint new ones accordingly.

Generally speaking, Shareholders are entitled to summon and participate in Shareholders’ meetings, make suggestions and approvals as to the agenda, or the appointment of Director and auditor candidates, as well as sell their stake. There are also certain limits imposed on Shareholders’ rights, which are set forth in the companies’ Articles of Association.

As for Shareholders’ obligations, they include paying their issued shares’ amount in case of stock subscription. Unless otherwise indicated in the AoA, these are the basic Shareholders’ rights.